John Spratt

Chairman, Head of Company Commercial
Office:
  • Banbury
Phone:
01295 204115
LinkedIn:
LinkedIn
Specialisms:
  • Intellectual Property
  • Corporate & Finance
  • Commercial
  • John is the ​​Chairman at Spratt Endicott, and the head of the Company Commercial team
  • John’s experience spans over 30 years in company and commercial law, during which he has advised companies and other organisations on a wide range of transactions and agreements
  • He has a wealth of experience in drafting and negotiating complex commercial agreements of high value for UK and international clients
  • He is regularly instructed on the sale and purchase of shares and businesses; management buy-ins and buy-outs; shareholders’ agreements and group re-organisations
  • He has close working relationships with his clients through his helpful, pragmatic and commercial approach to problem solving

Work highlights:

  • Two international arbitrations on behalf of a significant, multi-national supplier, involving detailed consideration and analysis of the rules of a specialist trade council 
  • Acquisition of an equipment manufacturing company by an international manufacturing client
  • Drafting and negotiating high value long term contract for provision of specialist goods and services
  • Acquisition of IP rights 
  • Recovery of bad debt from Administrator
  • Management Buy Out 
  • Significant contract drafting and completion
  • Complex sale of Marcon RMC Limited
  • John is a recommended lawyer in The Legal 500 UK 2017
UK_recommended_lawyer_2017

 

Case Studies

  • Multi-Jurisdictional Transaction
    The firm was engaged by an English subsidiary of a large listed American company to acquire a Welsh company.  The transaction was challenging in that the target company had subsidiaries in America and Australia and a branch office in Dubai. 

    We headed the transaction and co-ordinated with the client’s overseas lawyers to ensure that the transaction was completed on time and in a cost effective manner.  Apart from dealing with the different laws and customs involved, we had to work in three different time zones.  The Australian lawyers would be leaving the office when we were just about to wake up and the American lawyers fast asleep.  For example 16:08 UK time is 10:07 in Milwaukee and 23:06 in Perth! 

    The transaction was headed by Hitendra Patel (Corporate Partner) and was assisted by John Spratt (Commercial Partner), Carol Shaw (Employment Partner), Neil Belcher (Commercial Property Associate), Catherine O’Riordan (Company Commercial Assistant), Christine Ward (Tax Consultant) Anna Maloney (Intellectual Property Consultant) and Ian Dorward (Trainee Solicitor). 
     
  • Significant contract drafting & completion
    Acting for a well-known and respected global company, John Spratt was instructed to advise on the largest contract it had ever entered.  This was a contract to provide services over 15 years, whose value was in the region of a third of a billion pounds.  The customer offered its own substantial and complex contract and working with John’s client team of some 12 people including the Chief Executive and the Finance Director, John advised on necessary amendments to the agreement, and lead the negotiation both by e-mail and in meetings with the solicitors in the City of London appointed by the customer.

    John recalls a meeting with his client team in their Head Office immediately before they were to travel across London to the customer’s solicitors for a meeting with them.  John had dealt with the dozen or so items that were on his list of important issues for negotiation, and announced that it was time to leave for the next meeting.  John collected his papers and went to the door and when he looked round no-one was following him and he was left in no doubt that he was to carry the negotiation.  John persuaded two members of the company to accompany him!

    The negotiations on this contract were long and hard, going into the small hours of the morning on more than one occasion.

    John was successful in negotiating one particular amendment to the contract which has served his clients well concerning price increase for particular reasons associated with a change in the law which was imminent, and which would impact on his client’s costings.

    The clients were delighted to have concluded this contract on satisfactory terms.
     
  • Drafting & negotiating high value long term contract
    John Spratt advised a well-known multi-national supplier of specialist goods and services on a long term contract with the organisers of a well-known national bi-annual event.  The challenge here was that the contract had to deal with a complex range of goods and services to be provided by John’s client over four events stretching over eight years.  The contract at the time was the biggest of its type in the world in terms of value.  The total value of the contract was between £15m and £20m.

    Working with his client’s group Chairman, John approached the contract in stages.  First, it was important to understand exactly the commercial requirements of both parties, and John did this by carefully analysing the written material they both supplied.  John prepared headline terms of the agreement in order to obtain approval for the approach from both parties, and then proceeded by meetings with both his clients and subsequently the customer, to develop the contract, which turned out to be quite lengthy, followed by some 17 complex schedules, to the point where it was capable of detailed approval. 

    The customer was happy to rely upon John’s drafting, and John’s input into the agreement based on principles agreed between John’s client and the customer.

    The result of this work was very satisfying.  The contract has now been tested, and John’s clients and the customer are content with it.  John was very proud to be invited as his client’s guest at the first event covered by the contract, the day before the event itself opened to the public.
     
  • Acquisition of IP rights
    Acting for a major national distributor of car motor parts, John Spratt received instructions just before Christmas to advise on his client’s acquisition of all the intellectual property rights in a name famous in the motor industry.  The challenge here was that the Seller was a company based in the USA, and the agreement which the Seller required was to be governed by US law.  A further problem was that the whole issue was extremely urgent.  John reviewed the terms offered to his clients and advised on amendments and further protections, and negotiated this agreement successfully to a conclusion as a matter of urgency over the Christmas holiday.  

    John identified and instructed a firm of US lawyers to review his advice to make sure that there were no issues of US law which should be taken into account and which of course John would have been unaware of.  

    He recalls being on the telephone a great deal often at unsociable hours with his opposite number for the customer, and that finally they successfully completed the transaction after many long telephone calls interspersed between Christmas festivities!  The whole transaction was completed in a matter of days.
     
  • Management Buy Out
    It is always satisfying to be instrumental in getting a successful management buy-out off the ground.  John Spratt acted for a senior manager of a public company who had the opportunity to take the part of the business that he managed into his own ownership by a management buy-out.  John was instructed on behalf of him and his team.  His opportunity to complete this MBO existed only in a relatively short window of time, and the challenge was that at the very end of the process it became apparent that one of the members of his MBO team was unlikely if not unable to make the financial contribution to the team which he had promised.

    John recalled that one of his clients for whom he had recently acted on the sale of a substantial manufacturing company had mentioned that if John saw any opportunities for him to invest in, then John should mention them to him.  John got on the phone to this individual and set up a meeting between him and his present client.  They hit it off straight away and not only was the finance provided in short order, but the person John introduced also brought valuable skills to the team.

    John is delighted to say that the resulting company went from strength to strength and not too long afterwards John was instructed to act on the sale of the company back into the public sector.

    “It is always satisfying to be part of a success at the beginning and at the end of a project,” John said.
     
  • Recovery of bad debt from Administrator
    Acting for a globally known and respected company, John Spratt received urgent instructions to advise on the possibility of their being able to recover a bad debt from a well-known retailer in administration.  The problem was that John’s advice to the client had to be that the Administrator was not in a position to pay the debt of any creditor from the company’s assets except (a) pro-rata with all other unsecured creditors at the end of the debtor company’s insolvency process or (b) if the payment was necessary in all the circumstances in order to maintain the business of the company in administration under his management pending a possible sale.

    Working closely with his client’s management team, and having enlisted the help of a colleague in the insolvency profession, and also with the help of John’s Partner Hitendra Patel, John was able to negotiate and draft an agreement with the Administrator that he would pay the whole of his client’s substantial debt rather than face the consequence of their withdrawing their services from the company in administration. This work was done largely over one weekend, with frequent written communications and many telephone calls.

    John’s clients were delighted with a wholly successful outcome, which seemed at the beginning to have been against the odds.
     
  • Complex sale of Marcon RMC Limited
    John acted for the seller of a building materials company into the public sector.  John’s client’s corporate finance advisers, Bristol York Limited, had negotiated favourable terms for the sale of the client’s company, and the only problem which appeared to exist was that for tax reasons the transaction had to be completed within quite a short timescale.  The transaction proceeded comfortably, with John’s assistant Billy Ashley taking responsibility for dealing with the due diligence enquiries of the purchaser, and John’s Partner Hitendra Patel also assisting in the production of the deal documents.

    A few days before we were scheduled to complete the transaction, John and his team learned that there was a problem with a contract which was key to the business of the company being sold.  This necessitated John’s working all over one weekend with the very able assistance of John’s Commercial Property Partner Andrew Woods analysing the company’s position regarding this contract, meeting the clients and finally successfully satisfying the purchaser so that on the one hand John’s client was fully protected from any claim arising in respect of this contract after completion, and on the other hand satisfying the purchaser sufficiently to enable the transaction to complete.  

    The whole team, comprising the Spratt Endicott team, the Bristol York team and the client team were all delighted to conclude the transaction on time and on satisfactory and safe terms.  John was also very touched and appreciated the gift of a case of good wine from the clients to mark this completion.
     
  • Sale of Care Home
    We were engaged on the sale of a successful care home. 

    Our clients were confident that there would be a number of parties interested in purchasing the home but did not want to commence negotiating with all of them before deciding which one to proceed with.  The Selling Agents were instructed to prepare and circulate a sales memorandum and a share sale contract to selected interested parties, who were invited to make an offer on the basis of those documents. 

    The share sale contract was drafted by us in advance in an even handed manner but on the commercial terms on which the client was going to sell.  This saved the clients a considerable amount of time and money as it avoided unnecessary professional time in negotiating the terms of the transaction. 

    Parties interested in purchasing the home were invited to submit a price and payment terms they were prepared to offer, and a return copy of the draft share sale contract with their proposed changes.  

    The successful bidder had made very few changes to the final share sale contract and only a single all party meeting was required, which was the final completion meeting.  Usually transactions of this nature would involve numerous meetings prior to the final completion meeting. 

    The transaction was headed by Hitendra Patel (Corporate Partner) who was assisted by John Spratt (Commercial Partner), Carol Shaw (Employment Partner), Andrew Woods (Commercial Property Partner), Catherine O’Riordan (Commercial Assistant) and a Trainee Solicitor.
     

 

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